What changed in this filing

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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-13 · 37 added, 27 removed, 183 unchanged (26% of the section changed)

14 unchanged sentences

The scope of our management’s assessment of the effectiveness of internal control over financial reporting includes all of our Company’s consolidated operations.

In connection with the preparation of the financial statements for this Annual Report on Form 10-K, we identified a material weakness, as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, that has not been remediated as of December 31, 2024 related to the lack of properly designed controls over certain of our order to cash revenue accounting processes.

In connection with the preparation of the financial statements for this Annual Report on Form 10-K, we identified a material weakness, as previously disclosed in our Annual Reports on Form 10-K for the years ended December 31, 2023 and December 31, 2024, that has not been remediated as of December 31, 2025 related to the lack of properly designed controls over certain of our order to cash revenue accounting processes.

Specifically, adequate controls are not in place primarily as a result of (a) the lack of full system integration for certain of our order to cash systems and (b) control deficiencies within the manual controls designed to mitigate that risk.

1 unchanged sentence

Remediation Efforts to Address Material Weakness

While progress has been made to remediate the material weakness, as of December 31, 2024, we are still in the process of remediating the aforementioned material weakness and will continue our efforts to do so until such remediation is complete.

While we have taken steps to improve our internal control over financial reporting and have remediated our previously identified material weakness related to certain information technology general controls (“ITGCs”), we maintain a disaggregated information technology infrastructure due to a series of historical business combinations.

As a result, we have determined that certain of our systems have not been fully integrated, including within certain revenue cycles of customer order to billing, increasing the number of manual controls necessary for our control environment.

We expect to implement remediation plans for the aforementioned material weakness which may include the following:

• Enhanced system integration within customer order to billing processes within relevant product offerings;

• Investment in information technology systems and resourcing for the integrations noted above;

• Identification and implementation of an enhanced system of manual controls while system integrations are ongoing;

• Additional training and resourcing associated with manual controls through the enterprise surrounding customer order through billing.

We will monitor the effectiveness of our remediation plans and will make the changes management determines to be appropriate.

While we will endeavor to remediate our material weaknesses as soon as practicable, the program of remediation effort may extend beyond the year ending December 31, 2025.

The material weakness identified above relates to the design and operation of controls over certain order to cash revenue accounting processes, driven primarily by incomplete system integration across certain legacy platforms and deficiencies in the design and execution of certain manual controls intended to mitigate revenue recognition risks within the order to cash process.

As of December 31, 2025, this material weakness has not been remediated;

however, management has made progress toward remediation.

During fiscal year 2025, management executed a variety of remediation activities across several product offerings.

These efforts included (i) implementing integrated software solutions within the customer order to billing process for select product offerings, (ii) expanding finance, information technology, and operational resources with personnel experienced in internal control environments and U.S.

GAAP, (iii) designing and implementing additional automated and manual controls within the order to cash cycle for certain product offerings, and (iv) providing targeted training to personnel responsible for executing and reviewing these controls.

The Company continues to operate a partially disaggregated technology environment due to historical acquisitions, and the full integration of systems supporting customer order to billing processes remains ongoing.

Management’s ongoing remediation plan includes continuing the phased rollout of integrated systems across additional product offerings, further enhancements to manual control design where system integration is not yet complete, and continued evaluation and testing of the operating effectiveness of controls within the order to cash process.

The material weakness will not be considered remediated until these controls are fully implemented and have operated effectively for a sufficient period of time.

Changes in Internal Control Over Financial Reporting

6 unchanged sentences

Code of Ethics

Our Board has adopted a written Code of Conduct and Ethics applicable to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions.

Our Board has adopted a written Code of Conduct and Ethics applicable to all officers, directors and employees, including our principal executive officer, principal financial officer and controller, principal accounting officer, or persons performing similar functions.

We have posted a current copy of our Code of Conduct and Ethics on our Investor Relations website at investors.evercommerce.com.

23 unchanged sentences

67 Director Managing Partner of Specie Mesa L.L.C.

Alexi Wellman (2)

54 Director Chief Executive Officer of Altaba, Inc.

Amy Guggenheim Shenkan (2)

Shenkan has provided advisory services to Altamont Capital Partners

(1) Member of the Nominating and Corporate Governance Committee

1 unchanged sentence

(3) Member of the Compensation Committee

The remainder of the information required to be disclosed by this Item 10 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference .

The remainder of the information required to be disclosed by this Item 10.

will be included in the Company’s definitive proxy statement to be filed with the SEC with respect to its 2026 Annual Meeting of Stockholders and is incorporated herein by reference .

Executive Compensation

The information required by this Item 11 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this Item 11.

will be included in the Company’s definitive proxy statement to be filed with the SEC with respect to its 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this Item 12.

will be included in the Company’s definitive proxy statement to be filed with the SEC with respect to its 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this Item 13.

will be included in the Company’s definitive proxy statement to be filed with the SEC with respect to its 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

Principal Accounting Fees and Services

The information required by this Item 14 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this Item 14.

will be included in the Company’s definitive proxy statement to be filed with the SEC with respect to its 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

5 unchanged sentences

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023

40 unchanged sentences

S-1/A 333-256641 10.7 06/23/21

EverCommerce Inc.

Amended and Restated Non-Employee Director Compensation Policy

10.1 05/09/24

Employment Agreement by and between the Company and Eric Remer, dated July 1, 2021

2 unchanged sentences

10-K 001-40575 10.12# 03/15/22

Employment Agreement by and between the Company and Marc Thompson, dated July 1, 2021

10-K 001-40575 10.13# 03/15/22

Separation Agreement by and between the Company and Marc Thompson dated August 6, 2024

10.1 11/12/24

Amendment to Executive Employment Agreement by and between Matthew Feierstein and EverCommerce Solutions Inc.

10-Q 001-40575 10.1 05/08/25

Employment Agreement by and between the Company and Ryan Siurek dated August 6, 2024

14 unchanged sentences

10.1 12/16/24

Amendment No.

4, dated as of June 10, 2025, to the Credit Agreement, dated as of July 6, 2021, among EverCommerce Intermediate Inc., EverCommerce Solutions Inc., Royal Bank of Canada, as administrative agent and collateral agent, and the other parties and lenders party thereto.

10.1 06/10/25

Amendment No.

5, dated as of July 29, 2025, to the Credit Agreement, dated as of July 6, 2021, among EverCommerce Intermediate Inc., EverCommerce Solutions Inc., Royal Bank of Canada, as administrative agent and collateral agent, and the other parties and lenders party thereto.

10.1 07/30/25

10.12 Collateral Agreement, dated July 6, 2021

5 unchanged sentences

S-1 333-256641 10.13 05/28/21

10.15# A mended and Restated Non-Employee Director Compensation Policy

10.2 08/06/25

19.1 I nsider Trading Compliance Policy

19.1 03/13/25

21.1 List of Subsidiaries of the Registrant

45 unchanged sentences

Simonson Director March 12, 2026

/s/ Amy Guggenheim Shenkan

Director March 12, 2026

Amy Guggenheim Shenkan

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures